Paul R. Auvil III - Aug 31, 2021 Form 4 Insider Report for PROOFPOINT INC (PFPT)

Role
Chief Financial Officer
Signature
/s/ Paul R. Auvil III, by Michael Yang, Attorney-in-Fact
Stock symbol
PFPT
Transactions as of
Aug 31, 2021
Transactions value $
-$67,580,656
Form type
4
Date filed
8/31/2021, 02:02 PM
Previous filing
Aug 27, 2021
Next filing
Oct 19, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PFPT Common Stock Disposed to Issuer -$21.5M -122K -100% $176.00 0 Aug 31, 2021 Direct F1
transaction PFPT Common Stock Disposed to Issuer -$46.1M -262K -100% $176.00 0 Aug 31, 2021 By family trust F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PFPT Non-qualified Stock Option (right to buy) Disposed to Issuer -80K -100% 0 Aug 31, 2021 Common Stock 80K $36.00 Direct F2, F3
transaction PFPT Non-qualified Stock Option (right to buy) Disposed to Issuer -32K -100% 0 Aug 31, 2021 Common Stock 32K $57.49 Direct F2, F3
transaction PFPT Non-qualified Stock Option (right to buy) Disposed to Issuer -32K -100% 0 Aug 31, 2021 Common Stock 32K $50.93 Direct F2, F3
transaction PFPT Restricted Stock Units Disposed to Issuer -4.15K -100% 0 Aug 31, 2021 Common Stock 4.15K $0.00 Direct F4, F5, F6
transaction PFPT Restricted Stock Units Disposed to Issuer -12.5K -100% 0 Aug 31, 2021 Common Stock 12.5K $0.00 Direct F4, F5, F6
transaction PFPT Restricted Stock Units Disposed to Issuer -8K -100% 0 Aug 31, 2021 Common Stock 8K $0.00 Direct F4, F5, F6
transaction PFPT Restricted Stock Units Disposed to Issuer -11.3K -100% 0 Aug 31, 2021 Common Stock 11.3K $0.00 Direct F4, F5, F6
transaction PFPT Restricted Stock Units Disposed to Issuer -40K -100% 0 Aug 31, 2021 Common Stock 40K $0.00 Direct F4, F5, F6
transaction PFPT Restricted Stock Units Disposed to Issuer -2.81K -100% 0 Aug 31, 2021 Common Stock 2.81K $0.00 Direct F4, F5, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Paul R. Auvil III is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On April 25, 2021, Proofpoint, Inc. (the "Company") entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement") with Project Kafka Parent, LLC ("Parent") and Project Kafka Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub was merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, all shares of Company common stock outstanding immediately prior to the effective time of the Merger (the "Effective Time"), were canceled and converted automatically into the right to receive $176.00 in cash.
F2 Pursuant to the Merger Agreement, at the Effective Time, each vested Company stock option was cancelled and converted into the right to receive an amount in cash equal to (i) the difference between $176.00 and the exercise price of such stock option multiplied by (ii) the number of shares subject to such stock option.
F3 The stock option is fully vested.
F4 Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's common stock upon settlement for no consideration.
F5 Pursuant to the Merger Agreement, immediately prior to the Effective Time, each unvested and outstanding restricted stock unit (each, an "Unvested Company RSU") was cancelled and converted into the right to receive an amount in cash equal to the product obtained by multiplying (x) the total number of shares of the Company's common stock underlying such Unvested Company RSU, by (y) $176.00, in each case subject to the same vesting schedule, termination terms and other conditions as such Unvested Company RSU was subject to immediately prior to the Effective Time, subject to the holder's continued service with the Parent or its affiliates.
F6 Restricted stock units do not expire; they either vest or are canceled prior to vesting date.
F7 The restricted stock units were earned by the Reporting Person on April 20, 2021 as determined by the Issuer's Board of Directors.